Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
09 August 2024 - 9:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Bitfarms
Ltd. |
(Name of Issuer) |
|
Common Shares |
(Title of Class of Securities) |
|
09173B107 |
(CUSIP Number) |
Riot
Platforms, Inc.
3855
Ambrosia Street, Suite 301
Castle Rock, CO 80109
Telephone:
(303) 794-2000 |
Attention to:
William Jackman
Executive Vice
President, General Counsel and Secretary |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
|
August 8, 2024 |
(Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 09173B107 |
Page 2 of 4 |
SCHEDULE 13D
1 |
NAME OF REPORTING PERSON
Riot Platforms, Inc. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
81,040,216 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
81,040,216 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
81,040,216 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.0% |
14 |
TYPE OF REPORTING PERSON
CO |
|
|
|
|
|
CUSIP No. 09173B107 |
Page 3 of 4 |
SCHEDULE 13D
Item 1. Security and Issuer.
This Amendment No. 9 to Schedule 13D (“Amendment
No. 9”) relates to the Schedule 13D filed on May 28, 2024 (as amended by Amendment No. 1, dated May 29, 2024, Amendment No.
2, dated June 4, 2024, Amendment No. 3 dated June 5, 2024, Amendment No. 4 dated June 12, 2024, Amendment No. 5 dated June 13, 2024, Amendment
No. 6 dated June 24, 2024, Amendment No. 7 dated July 31, 2024 and Amendment No. 8 dated August 5, 2024, the “Schedule 13D”)
by Riot Platforms, Inc., a Nevada corporation (the “Reporting Person”), relating to the Common Shares, no par value
per share (the “Common Shares”), of Bitfarms Ltd., a corporation incorporated under the Canada Business Corporations
Act and continued under the Business Corporations Act (Ontario) (the “Company”), whose principal executive offices
are located at 110 Yonge Street, Suite 1601, Toronto, Ontario, M5C 1T4.
Except as specifically amended by this Amendment
No. 9, the Schedule 13D is unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and
restated to read in full as follows:
The information disclosed under Item 4 of the
Schedule 13D is hereby incorporated by reference into this Item 3.
The aggregate
purchase price of the Common Shares held by the Reporting Person reported herein was US$181,304,529. The Common Shares beneficially
owned by the Reporting Person were purchased using funds out of its working capital.
Item 5. Interest in Securities of the Issuer.
Item 5(a) and (b) of the Schedule 13D is hereby amended and restated
to read in full as follows:
(a) and (b) The aggregate number and percentage of the Common Shares
that are beneficially owned by the Reporting Person and as to which the Reporting Person has sole voting power, shared voting power, sole
dispositive power and shared dispositive power are set forth on the cover page of this Statement, and such information is incorporated
herein by reference. The percentages used herein are calculated based on an aggregate of 451,286,000 Common
Shares outstanding, based on the information contained in the Company’s management’s discussion and analysis for the three
and six months ended June 30, 2024, filed as Exhibit 99.2 to the Company’s Report of Foreign Private Issuer filed on Form 6-K on
August 8, 2024.
Item 5 of the Schedule 13D is hereby amended and supplemented by adding
the following information:
(c) The following information concerning the Common
Shares purchased by (or on behalf of) the Reporting Person during the 60-day period prior to this filing is added:
Trade Date | |
Shares Purchased | |
Weighted Average Price
per Share
(US$) | |
Price Range (US$) |
08/07/2024 | |
1,725,000 | |
1.96 | |
1.88 – 2.06 |
08/08/2024 | |
3,047,898 | |
2.22 | |
1.96 – 2.35 |
CUSIP No. 09173B107 |
Page 4 of 4 |
SCHEDULE 13D
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: August 9, 2024
|
Riot Platforms, Inc. |
|
|
|
By: |
/s/ Colin Yee |
|
|
Name: |
Colin Yee |
|
|
Title: |
Chief Financial Officer |
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